Acquisition

31st August, 2026 The Manager The General Manager Listing Department Dept. of Corporate Services National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, Plot No. C-1, G Block P. J. Towers, Dalal Street Bandra-Kurla Complex, Bandra (East) Mumbai 400 001 Mumbai 400 051 Dear Sirs, Strategic combination of ITC Infotech India Limited and Happiest Minds Technologies Limited We have been advised by ITC Infotech India Limited (‘ITC Infotech’), a wholly owned subsidiary, that its Board of Directors at the meeting held today has, inter alia, approved: (a) acquisition of 3,36,61,700 equity shares of Happiest Minds Technologies Limited (‘HMTL’), representing 22.106% of its equity share capital (on a fully diluted basis), from HMTL’s promoter / promoter group, Mr. Ashok Soota and Ashok Soota Medical Research LLP, (b) amalgamation of HMTL with and into ITC Infotech. The proposed transaction has also been endorsed by the Board of Directors of ITC Limited. Relevant details of the proposed acquisition of shares, referred to in (a) above, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Master Circular dated 30th January, 2026, are enclosed. Upon the amalgamation, referred to in (b) above, becoming effective – ➢ ITC Infotech shall issue and allot 25 fully paid-up equity shares of Rs. 10/- (Rupees Ten only) each of ITC Infotech for every 81 fully paid-up equity shares of Rs. 2/- (Rupees Two only) each held by the shareholders of HMTL (other than ITC Infotech), as on the Record Date. ➢ The shares of ITC Infotech are proposed to be listed on BSE Limited and the National Stock Exchange of India Limited. FMCG ⚫ PAPERBOARDS & PACKAGING ⚫ AGRI-BUSINESS ⚫ INFORMATION TECHNOLOGY Visit us at www.itcportal.com ⚫ Corporate Identity Number : L16005WB1910PLC001985 ⚫ e-mail : enduringvalue@itc.in The aforesaid acquisition and amalgamation are subject to the terms and conditions set out in the Transaction Documents and also receipt of necessary statutory & other approvals, including approvals from the Stock Exchanges, Competition Commission of India, and National Company Law Tribunal. A copy of the Media Statement being issued by the Company, along with presentation on the subject matter, is also enclosed. Yours faithfully, ITC Limited (R. K. Singhi) Executive Vice President & Company Secretary Encl: a/a cc: Securities Exchange Commission Division of Corporate Finance Office of International Corporate Finance Mail Stop 3-9 450 Fifth Street Washington DC 20549 U.S.A. cc: Societe de la Bourse de Luxembourg 35A Boulevard Joseph II L-1840 Luxembourg Sl. Particulars Disclosures 1. Name of the target entity Happiest Minds Technologies Limited (‘HMTL’). HMTL is a listed company engaged in the business of information technology services, and specialises in digital transformation solutions, including cloud computing, analytics, artificial intelligence, and cyber security. 2. Whether the acquisition would fall No. within related party transaction(s)? Whether the promoter / promoter While ITC Limited does not have any promoter / group / group companies have any promoter group, ITC Infotech India Limited interest in the entity being acquired? (‘ITC Infotech’) is a wholly owned subsidiary of ITC. If yes, nature of interest and details The group companies of ITC or ITC Infotech do not have thereof and whether the same is any interest in HMTL. done at ‘arms length’ 3. Industry to which the entity being Information Technology & Information Technology acquired belongs Enabled Services (IT/ITES). 4. Objects and impact of acquisition ITC Infotech’s ‘Orbit Next’ strategy envisages rapid (including but not limited to, global expansion through capability led strategic disclosure of reasons for acquisition partnerships. The proposed transaction will, inter alia, of target entity, if its business is synergistically blend the complementary capabilities of outside the main line of business of ITC Infotech and HMTL to drive a step change in scale the listed entity) for ITC Infotech’s revenue, enhance its competitiveness and augment capabilities in critical areas. 5. Brief details of any governmental or The acquisition is subject to approval of the Competition regulatory approvals required for Commission of India and any other customary anti-trust the acquisition approvals, if required in overseas jurisdictions, as may be applicable. 6. Indicative time period for Within 3 to 8 months from the date of execution of the completion of the acquisition Transaction Documents, subject to receipt of applicable approvals and completion of closing conditions. 7. Consideration - whether cash Cash. consideration or share swap or any other form and details of the same 8. Cost of acquisition and / or the price ~ ` 1,330 crores. at which the shares are acquired Sl. Particulars Disclosures 9. Percentage of shareholding / control 22.106% of the equity share capital of HMTL by acquired and / or number of shares ITC Infotech, in two tranches (11.00% and 11.106%, acquired respectively), subject to receipt of applicable approvals and completion of closing conditions. 10. Brief background about the entity HMTL is a listed company engaged in the business of acquired in terms of products / line information technology services, and specialises in of business acquired, date of digital transformation solutions, including incorporation, history of last cloud computing, analytics, artificial intelligence, and 3 years turnover, country in which cyber security. HMTL’s shares are listed on BSE Limited the acquired entity has presence and and the National Stock Exchange of India Limited. any other significant information (in brief) Other details are as follows: Products / line of IT/ITES business of the target entity Date of 30th March, 2011 incorporation Last 3 years’ 2025-26 ` 2,315.11 crores consolidated 2024-25 ` 2,060.84 crores turnover 2023-24 ` 1,624.66 crores (based on audited consolidated accounts) Country of India, USA, UK, Canada, operations Australia, UAE, Netherlands, Germany, Oman, Saudi Arabia, Kenya, Hong Kong, Singapore, Malaysia, Romania, and Mexico MEDIA STATEMENT Strategic Combination of ITC Infotech and Happiest Minds Technologies to create a scaled, future-ready, AI-first Global Technology Services Enterprise with US$ 1 billion Revenue by FY281 ITC Infotech Board approves proposed acquisition of 22.1% promoter stake and a Scheme of Amalgamation of the two companies August 31, 2026: ITC Infotech (ITCI), a wholly owned subsidiary of ITC Limited and a leading global technology services player, today announced the proposed strategic combination with Happiest Minds Technologies Limited (Happiest Minds) to create a scaled, future-ready, AI-first global technology services enterprise. The ITCI Board approved a proposal to acquire 22.1% equity stake from the promoter of Happiest Minds in two tranches under a Share Purchase Agreement. The transaction would be funded through a Rights Issue by ITC Infotech. ITCI Board has also approved a proposed Scheme of Amalgamation of Happiest Minds with ITCI which will be effected after the share acquisition. Pursuant to the scheme, the shares of ITCI will be listed on the stock exchanges. The proposed transaction has also been endorsed by the Board of Directors of ITC Limited. This strategic combination will synergistically blend ITCI’s AI-led capabilities across Cloud, Data Analytics, PLM, SAP, enterprise transformation, industry-specific technology solutions and full-stack managed services together with Happiest Minds’ strengths in build-led Digital Product Engineering, Data, Cybersecurity, and specialized AI expertise. The proposed combination will lead to a step change in scale for ITCI, enhancing its competitiveness to win large transformation-led mandates and augment capability in critical areas to effectively serve its client base and address new value pools that are emerging with rapid adoption of [Showing first 8,000 characters — download PDF for full document]